Luna Eclipsed
by Dede42
Summary: Having a day off from their duties, Timon and Pubaa decide to visit Ponyville and they arrive just in time to join in on the fun of Nightmare Night, and things become complicated when Princess Luna arrives to take part in the festival. Can Twilight Sparkle and Sunrise Blossom help the Princess make friends with the ponies, or will this be the last Nightmare Night ever?
1. Chapter 1: TIMON AND PUMBAA PAY A VISIT

My Little Pony Friendship is Magic: Luna Eclipsed

A/N: Hello and welcome to the first installment of _Luna Eclipsed_ , and the return of two of our favorite characters from _The Lion King._

Timon: (waves at the camera) Hey, guys!

Pumbaa: (also waves) Hi!

Dede42: So, I know that Halloween isn't until next month, but at the rate I've been posting stuff lately, this is being posted a month early. But, that's fine with me. (winks) Now, on with the show!

Timon and Pumbaa: Yay!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_ or _The Lion King_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER ONE: TIMON AND PUMBAA PAY A VISIT**

It was a lovely day in the Pride Lands and for the first time in a long time since Simba had become king after defeating Scar, Timon and Pumbaa had a day off from looking after Princess Kiara, who was currently out with the lionesses to learn how to hunt. This had come as a surprise to the meerkat and the warthog, who had been taking their responsibilities as royal babysitters more seriously since their unexpected trip to Equestria and being controlled by the spirit of chaos, Discord.

* * *

After going to their favorite location for a breakfast of insects, Timon and Pumbaa were how reclining on a large smooth rock, enjoying the warm weather… well, they were _trying_ to enjoy it like they normally would've in the days before meeting Simba, but they were actually bored out of their minds by not having anything to do.

"Timon, I wish we had something to do," Pumbaa said wistfully, resting his chin on his forelegs. "I'm bored."

"I hate to admit it, buddy, but I'm bored, too," Timon admitted. "Having nothing to do isn't as fun as it used to be." He stared up at the few clouds passing overhead and noted that one of them bore a resemblance to a horse. _'No, make that a unicorn,'_ he thought and he sat up, getting an idea. "Pumbaa, pal, I got an idea! Back to Pride Rock!"

Wondering what his friend had in mind, the warthog got up, let the meerkat jump onto his back, and he ran back to Pride Rock.

* * *

Returning to the massive rock outcrop that the lion pride called home, they hurried to their quarters. Timon dug through the leaves that they used as bedding until he finally found what he was looking for: it was the pendant that Princess Celestia had given to them so that they could return home after helping defeat Discord, and they could also use it to return to Equestria to visit their friends.

"Here it is," said the meerkat, holding up the gold pendant that had the cutie marks of the Mane Seven on it. "Care to take a trip to visit our friends in Ponyville?"

Pumbaa nodded eagerly. "Oh yes, yes," he agreed and knelt so that Timon could loop the chain around their necks and they both touched the pendant, concentrating. There was a blinding flash of white light, and both the warthog and the meerkat disappeared.

* * *

In the land of Equestria, the sun was starting to set, and in Ponyville, the ponies were getting ready for an annual event known as the Nightmare Night Festival, which was the pony version of Halloween.

* * *

At the Apothecary, Sunrise Blossom was in her bedroom, making adjustments to her costume in the mirror while glancing at a photo of a tall female unicorn with light blue skin, red mane and tail with purple highlights, emerald green eyes, and a cutie mark that was a cross between a glass bottle and a diamond crown.

The unicorn in the photo was wearing a purple bandana around her head in a manner that didn't interfere with her horn, gold beads in her mane, a gold necklace with a sapphire pendent around her neck, gold hoop earrings, a white off-shoulder silk blouse, a red velvet skirt, a brown corset, a purple/pink scarf with gold coins tied around her waist, and gold bracelets. The unicorn was named Mythic Diadem, a historical unicorn who was famous for her potions and remedies, and was also the little sister of the wizard Star Swirl the Bearded.

' _Rarity did a great job when I asked her to make this costume for me,'_ Sunrise Blossom thought, making a minor adjustment to the bandana before turning from the mirror. _'I wonder if any pony will be able to guess who I'm dressed as beside Twilight? Odds are most will think that I'm dressed as gypsy, which wouldn't be too far from the truth.'_ She was heading for the stairs to go downstairs when there was a flash of light and a crashing sound that had her pet cat, Rosemary, howling and hissing. "Rosemary!"

* * *

Sunrise Blossom raced down the stairs to the main floor and blinked when she saw sprawled on the floor and covered with several baskets of herbs a familiar meerkat and warthog, and they both were looking _very_ sheepish, cringing when the angry cat hissed at them.

"Timon? Pumbaa? What're you two doing here?" she asked while shooing Rosemary away and magically cleaned up the mess so that the two animals to get up. "I thought you both have a princess to help look after."

"We do," Timon replied, dusting himself off a bit. "But we had a day off for once, thought to come for a visit."

"Yup," Pumbaa agreed cheerfully. "So, what's going on to have you all dressed up, Sunny?"

"Well, it so just happens that tonight is a festival known as Nightmare Night," Sunrise Blossom explained. "And everypony gets to wear costumes, play games, and the fillies get to collect candy so that they can give and offering to keep Nightmare Moon from eating them."

Timon and Pumbaa exchanged confused looks. "Nightmare _who_?"

The orange unicorn chuckled and shared with them the story about how Princess Luna, who'd they met briefly before the ceremony to celebrate the defeat of Discord, had once become the evil and corrupted Nightmare Moon and had been sealed away in the moon for a thousand years until she escaped, and the Mane Seven had used the Elements of Harmony to defeat her.

"Let me get this straight," said Timon, forehead furrowed. "Even though Princess Luna isn't Nightmare Moon anymore, you ponies are still having the Nightmare Night Festival? Why?"

"It's both fun and traditional," Sunrise Blossom answered. "Plus, the fillies and many other ponies enjoy getting scared for the fun of it," she added. "Twilight and the others will be attending the festival… well, not Fluttershy, she prefers to stay home since she isn't a big fan of doing scary stuff. Want to go?"

"Sounds like a lot fun," Pumbaa remarked and looked at the meerkat hopefully. "Timon?"

Timon thought about it for a moment and then shrugged. "Sure, why not," he agreed. "Just as long as I don't have to dress in drag and do the hula."

Sunrise Blossom chuckled. "Don't worry, I think I can come up with some fun costumes for you two," she promised and lead them upstairs to see what she could come up with. "And if I can't, then I'm sure that Rarity can whip up something real fast." And this got happy agreements from the two animals.

* * *

Meanwhile at the library, Spike was already in his dragon costume, and he was pacing in the main library, waiting for Twilight Sparkle.

"Ugh, come on, Twilight," he complained, wondering why it always took female ponies so long to get ready. "We're gonna be late for the Nightmare Night festival." He blinked when the purple unicorn came down the stairs, wearing a blue wizard hat covered with gold stars and gold bells, a blue cloak covered with gold stars, gold moons, and gold bells, and a fake long grey beard. "Huh? Are you that one kooky grandpa from Ponyville Retirement Village?" he asked when she reached him.

"I'm Star Swirl the Bearded!" Twilight Sparkle corrected the baby dragon, who gave her a blank look. "Father of the amniomorphic spell? Did you even read that book I gave you about obscure unicorn history?" she asked, annoyed.

"Uh…" said Spike when there was a knocking. "That sounds important." He hurried to the door and opened it, yelping a little when he saw the three fillies wearing costumes and Granny Smith was with them.

"Nightmare Night! What a fright!" the fillies chanted happily. "Give us something sweet to bite!"

While the baby dragon was relieved, Twilight Sparkle joined him and smiled at the fillies. "Hi, everypony," she greeted them. "Great costumes. Happy Nightmare Night, Granny Smith."

"I should have been asleep five hours ago," Granny Smith complained a little, regretting that she'd agreed to look after the fillies instead of manning the Apple Maze.

While the purple unicorn magically put candy in the bags of the three fillies, Pipsqueak, who was dressed as a pirate, squeezed through them and toppled over a little. "Pipsqueak the pirate, at your service," he said, getting up and saluting. "It's my very first Nightmare Night," he added with clear excitement.

"Since you moved here from Trottingham?" Twilight Sparkle asked with a smile since Pipsqueak and his family had moved to Ponyville last year.

Pipsqueak shook his head happily. "No, my very first Nightmare Night ever!" he declared since he was finally old enough.

Just then, Pinkie Pie ran up, dressed like a chicken and she even let out a chicken squawk. "Enough chitchat!" she announced. "Time is candy!"

"Pinkie Pie, aren't you a little old for this?" the purple unicorn asked skeptically.

"Too old for free candy?" the pink pony repeated and let out another chicken squawk. " _Never."_

Deciding to humor her crazy friend, Twilight Sparkle gave her a piece of candy and then posed, the bells jingling. "Do you like it?" she asked, hoping that at least _one_ pony would recognize her costume.

"Yeah! Great costume, Twilight!" said Pinkie Pie, swiping more candy from the bowl that Spike was holding like a chicken pecking at corn. "You make a fantastic weirdo clown!" And she zoomed off to get more candy.

"A clown?" the purple unicorn repeated, offended. "Look at the borders on these robes. These are hoof-stitched!" she shouted after her retreating friend.

"It's a great costume!" Spike agreed, putting away the bowl as they left the library. "Huh! Grandpa!" he added in a teasing manner.

Twilight Sparkle growled in annoyance that nopony was recognizing the wizard she was dressed as, and followed after the baby dragon.

* * *

A/N: Happy Nightmare Night! R&R everyone!


	2. Chapter 2: NIGHTMARE FUN RIGHT?

My Little Pony Friendship is Magic: Luna Eclipsed

A/N: You're right, Roleplayer48, normally I would make the changes to the chapter itself, but since I'm a bit pressed for time as I will be leaving soon for Fan-X with my sister, Yami Faerie, and my nephews, Monkeyboy and Cowboy2014 (yes, I use these names instead of their real names for security reasons). So, here's another chapter to hold you over until the next time I can update. See you all later! ;)

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_ or _The Lion King_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER TWO: NIGHTMARE FUN RIGHT?**

Twilight Sparkle was still annoyed that Spike and Pinkie Pie hadn't recognized her Star Swirl the Bearded costume, and so she was now lecturing the baby dragon as they headed to the market, where the festival was being held.

"Star Swirl the Bearded is only the most important conjurer of the pre-classical era," she lectured as they entered the decorated area, where ponies and fillies were wearing all kinds of costumes, and Big Macintosh, who was wearing a tux and top hat, trotted past with a wagon full of happy and cheering fillies. "He created more than two hundred spells!" she continued, still oblivious to her surroundings as they passed where ponies were dancing to a band or that Spike had obtained an armful of candy that he was happily eating. "He even has a shelf in the Canterlot library of magic named after him. Maybe I should start up a pony group to teach ponies about history. I bet everypony would love it! Don't you, Spike?" she asked.

The baby dragon swallowed the candy he'd been chewing and nodded, not really paying attention. "I love it!" He then grunted, running into the purple unicorn when she stopped suddenly, dropping his loot.

"Hey look, we're here already!" Twilight Sparkle exclaimed and looked at him. "Should we get something to eat?" she asked and then sighed when Spike burped. She then saw her twin sister and greeted her. "Hey, Sunny, Happy Nightmare Night, nice Mythic Diadem costume," she complimented.

"Thanks, Twi, and Happy Nightmare Night," said Sunrise Blossom, smiling. "You did a great job on your Star Swirl the Bearded costume," she complimented.

"Thanks," said the purple unicorn, grateful that her sister recognized her costume at least, and she blinked when the meerkat and the warthog joined them, and they were both wearing costumes: Timon was wearing a black Zorro-like outfit with a sword and Pumbaa was dressed as Batman (A/N: Think Adam West when he played Batman). "Timon? Pumbaa? When did you two show up?"

Sunrise Blossom chuckled and explained about their unexpected arrival in the Apothecary while Timon and Pumbaa greeted Spike and they worked on eating the candy the baby dragon offered them. "I think poor Rosemary may have lost at least one of her nine lives," she concluded. "So, has anypony ID your costume yet?" she asked.

"No, I've been called a grandpa and a clown so far," Twilight Sparkle grumbled. "How about you?"

"A gypsy mostly, but I figured that would happen," her twin replied with a shrug.

Just then, Pinkie Pie raced up with the fillies, and her bag was bugling with candy. "Twilight, Sunrise! Look at our haul!" she exclaimed showing the bag and greeted the meerkat and the warthog, who proceeded to introduce themselves to the fillies while she pecked at her candy a bit before informing the twins of where they'd gone to get candy. "Ah! Can you believe it? Oh, nice gypsy costume, Sunrise. And then, we went to Cheerilee's house, and got a bunch more goodies. Didn't we, Pip?"

"Sure did!" Pipsqueak confirmed happily. Unknown to any of them, Rainbow Dash was sneaking around, dressed as a fictional Shadowbolt from their time going up against Nightmare Moon, and she positioned a black cloud near the group.

"And then, we had to stop and wait for Granny Smith, and-" the pink pony was saying when there was a lightning zap and a loud clap of thunder that caused her to jump in the air, letting out a chicken squawk, and she went running with the scared fillies, screaming.

Rainbow Dash was laughing maniacally while Sunrise Blossom went to retrieve Timon and Pumbaa from the trashcan they'd leapt into out of fear and Twilight Sparkle scowled up at the blue pegasus. "Rainbow Dash, that wasn't very nice," she scolded.

"Lighten up, old-timer," said Rainbow Dash with a grin. "This is the best night of the year for pranks!"

"Look what you did to Spike!" the purple unicorn exclaimed, nodding to Spike, who was flat on his back, choking on candy until the orange unicorn came to his aid while the meerkat and the warthog shot angry looks at the blue pegasus while they gathered up the fallen candy again.

Rainbow Dash shrugged off the angry looks. "It's all in good fun," she said cheerfully and spotted another group of ponies. "Oh! Oh! There's another group over there!" Grabbing the cloud, she zoomed off across town. Positioning the cloud, she jumped on it, causing a thunder and lightning show that left the ponies screaming and fleeing for their lives while she was laughing maniacally once again.

"One of these days, Rainbow's pranks are going to backfire on her," Sunrise Blossom grumbled while her twin magically put the dazed baby dragon on her back, and they went to find their other friends.

* * *

By the time that the group reached the area where the games were being held, Spike had recovered and they found Applejack, who was dressed as a scarecrow, supervising the ponies who were bobbing for apples.

"Happy Nightmare Night, Applejack!" said the twins, feeling more happy.

"Howdy, Spike!" said Applejack. "Timon, Pumbaa, nice to see you both again. "Hey, Twilight! Sunrise! Nice costumes."

The baby dragon beamed while the meerkat pretended to get into a sword fight with the warthog, both of them laughing. "Thanks! I'm a dragon."

"She meansSunrise and _I_ , Spike," Twilight Sparkle reminded him.

"That's a neat gypsy costume, Sunny," Applejack complimented and then played with the beard that the purple unicorn was wearing. "With that beard, I reckon you're some sorta country music singer."

Twilight Sparkle let out an annoyed grunt while Sunrise Blossom giggled and Spike, Timon, and Pumbaa all laughed.

"While y'all are here, ya' feel like bobbin' for an apple?" Applejack offered, nodding to the tub, and then she sighed, annoyed when Derpy popped out of the water in her paper bag costume and accidentally pulled out the plug, letting out the water. "Derpy…"

"Sorry!"

Hearing cheering and applauding near the stage, the group went to see what was going on.

* * *

On the stage, Mayor Mare was dressed as a clown and she was greeting the crowd. "Thank you, everypony, and welcome to the Nightmare Night festival!" And there was more cheering and applauding. "Now, all the little ponies who have been out collecting sweets should follow our friend Zecora to hear the legend of… _Nightmare Moon_!" she announced in a spooky voice that earned laughter.

"Spooky voice might work better if she wasn't dressed like that," Spike muttered and Twilight Sparkle, Sunrise Blossom, Timon, and Pumbaa all giggled since he did have a point.

On the stage eerie green smoke appeared and Zecora, who was wearing her mane down with spider hairpins and a black cape, appeared out of he smoke. "Follow me, and very soon, you'll hear the tale of Nightmare Moon," she told them, and they all followed.

* * *

"I didn't know that you guys have zebras," Timon remarked as they left the festival and entered a clearing, where there was a statue of Nightmare Moon.

"That's Zecora, a good friend of ours," said Twilight Sparkle. "And as far as anypony knows, she's the only zebra in all of Equestria who lives in the Everfree Forest," she added.

When the group reached the statue, Zecora turned to them and began the storytelling, creating moving images with her green powder that made the eerie green smoke. "Listen close, my little dears, I'll tell you where you got your fears of Nightmare Night, so dark and scary," she began, blowing the dust into the night air. "Of Nightmare Moon, who makes you wary." And the group gasped as an image of Nightmare Moon appeared before them, and began moving on its own.

"Every year, we put on a disguise, to save ourselves from her searching eyes," the zebra continued while the foals and older ponies ran around, screaming while avoiding the moving image that chased them. "But Nightmare Moon wants just one thing: to gobble up ponies in one quick swing!" Pipsqueak just happen to back into Pinkie Pie and they both screamed, but they were also having fun. "Hungrily, she soars the sky. If she sees nopony, she passes by. So if she comes and all is clear, Equestria is safe another year!" And the image of Nightmare Moon disappeared into the moon high above.

Although spooked by the story, Pipsqueak did have a question. "Uh, Miss Zecora, if we wear costumes to hide from Nightmare Moon, so she won't gobble us up, how come we still need to give her some of our candy?" he asked.

"A perfect question, my little friend," Zecora replied. "For Nightmare Moon you must not offend." She blew more magic dust in the air, recreating the image of Nightmare Moon, who smiled evilly at the group. "Fill up her belly with a treat or two, so she won't return to come eat you!" And the image disappeared once again after scaring the fillies.

"Everypony!" Pinkie Pie screamed, running up to the statue and dumped a bunch of candy at the base. "Just dump some candy and get out of here!" And the fillies, scared but happy at the same time, joined her in dumping candy at the base of the statue, giggling.

Just then, there was a loud clap of thunder, which made them all jump and the wind started whistling as the clouds began making a tunnel that lead up to the moon. Sunrise Blossom, who was standing next to Zecora, called out to the zebra over the wind. "Um, don't you think you're overdoing the theatrics a little, Zecora?"

"Any other time I would agree, but right now, this isn't me," Zecora replied and the twins exchanged perplex expressions. If Zecora wasn't doing the changes in the weather, who was?

Just then, a black chariot being pulled by two dark-skinned pegasus, which were wearing the armor of the royal guard, but it was silver instead of gold, and they had bat wings, and in the chariot was a shadowy hooded figure. Spotting this, the ponies and fillies all began screaming and running away, scattering in every direction.

Pinkie Pie gasped in fear. "It's Nightmare Moon! Run!" And the ponies fled, screaming anew, except for Timon and Pumbaa, for they were hiding behind the twins instead. Twilight Sparkle and Sunrise Blossom stared up at the shadowy figure in the chariot that was smiling down at them evilly. Who was this evil figure? Was this Shadow Star, coming to steal the life force of the fillies once again?

* * *

A/N: Who indeed? Post your guesses in your reviews. R&R everyone!


	3. Chapter 3: LUNA, FRIEND OR FOE?

My Little Pony Friendship is Magic: Luna Eclipsed

A/N: I'm glad you enjoyed the scene and I loved the Chuck Norris guess, Roleplayer48. I might go back and string together stuff to post as an alternate version of this story, but I'm heading back for day two of Fan-X with my sister, Yami Faerie, who was lucky enough to get the autograph of the actress who voiced Buttercup on _Power Puff Girls_ , and two years ago she got the autograph of Tara Strong, who is currently voicing Twilight Sparkle and had voiced Bubbles on _Power Puff Girls_.

So, today I'm going as the 11th Doctor and Yami Faerie is going as the 13th Doctor, plus we'll be getting our photo taken with David Tennant, who played the 10th Doctor, and I'm not sure what time I'll be back today, so I'm posting the three remaining chapters of this story today. Tomorrow, I'll try to update before Yami Faerie and I head back to Fan-X, and FYI, tomorrow is also her birthday, so this is the best way I can celebrate her birthday with her. Wish us luck!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_ or _The Lion King_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER THREE: LUNA, FRIEND OR FOE?**

Back in Ponyville, the ponies at the festival turned when they heard the screams and saw Pinkie Pie and the fillies running as fast as they could. Before anypony could ask what was wrong, the storm clouds filled the sky with thunder and lightning, and the chariot arrived, alarming the ponies when the shadowy figure stepped out of the chariot when it landed.

* * *

The twins arrived with the meerkat and the warthog when the hood was lowered to reveal that the figure was actually Princess Luna! Seeing the former Nightmare Moon, the ponies all immediately bowed themselves to the ground, including Spike.

Twilight Sparkle and Sunrise Blossom were both awestruck to see Princess Luna outside of Canterlot for a change. "Princess Luna!" And when they both stepped forward to greet her, the baby dragon stopped them and reminded them that they needed to bow before the Princess first, and they did so… reluctantly that is. Seeing the twins bowing, Timon and Pumbaa did the same, doing their best to hide the fact that they were terrified.

Princess Luna approached the gathered ponies, her cloak turning into bats as it disappeared, and she stopped before Cloud Kicker, who was dressed as a witch, and she whimpered.

" _Citizens of Ponyville!_ " said the Princess in a booming voice that had the ponies cringing and covering their ears with their hooves, and even Sunrise Blossom was cringing due to her sensitive hearing. " _We have graced your tiny village with our presence, so that you might behold the real Princess of the Night! A creature of nightmares no longer, but instead a pony who desires your love and admiration! Together we shall change this dreadful celebration into a bright and glorious feast!_ " And there was more lightning and thunder.

"Did you hear that, everypony?" Pinkie Pie asked, alarmed. "Nightmare Moon says she's gonna feast on us all!" And she fled, along with her group of fillies.

When Princess Luna heard this, she protested in a more normal voice. "What? No, children, no!" she called after them. "You no longer have reason to fear us! Screams of delight is what your princess desires, not screams of terror!" She stomped a hoof in frustration and she turned to the cowering mayor, using the booming voice once again. " _Madame Mayor, thy Princess of the Night hath arrived_ ," she announced and extended her hoof in greeting.

Seeing the hoof, Mayor Mare gasped fearfully and hid her face in her hooves.

Perplexed by this, Princess Luna gestured to Raven, who also gasped and hid as well. The Princess looked to the other ponies, but they all hid their faces in fear, and this upset her greatly. " _What is the matter with you?"_ she demanded, but when nopony gave her a proper answer, she became fed up. _"_ _Very well, then. Be that way. We won't even bother with the traditional royal farewell."_ She then unfolded her wings and flew away.

Concerned, Twilight Sparkle got up and poked at her twin a few times to get her attention. "Come on, Sunrise," she said, "we're gonna go talk to her." And they both started heading in the direction that the upset Princess had gone.

Spike, however, blocked their way. "You can't talk to her!" he protested. "She's Nightmare Moon!"

"No, she's not," said the purple unicorn. "I saw the Elements of Harmony change her back to good. But it seems like she's having some trouble adjusting after being gone for a thousand years."

"And this is the first time I've seen her outside of the castle," Sunrise Blossom added and glanced at the meerkat and the warthog, who were both shaking a bit. "How about you two stay here with Spike and enjoy the festival until we get back?" she suggested, and both Timon and Pumbaa both agreed heartily.

"Absolutely!"

"Sure thing!"

Nudging the baby dragon aside, the twins headed out of town to locate the Princess and talk with her.

* * *

After searching for a few minutes, Twilight Sparkle and Sunrise Blossom returned to the clearing, where they found Princess Luna curled up on the ground in front of the statue of Nightmare Moon, and she was looking miserable.

Exchanging a look with her twin, Twilight Sparkle stepped forward to address the Princes. "Princess Luna?" she asked and she looked at her. "Hi, my name is-" she began.

"Star Swirl the Bearded, and Mythic Diadem," Princess Luna interrupted in her normal voice, standing up to face the twins. "Commendable costumes! Thou even got the bells and the coins right."

"Thank you!" said the purple unicorn happily. " _Finally!_ Somepony who gets my costume!" She then was nudged by her twin, and remembered the real reason they were there. "Uh, I just came to welcome you to our celebration! My actual name is-"

"Twilight Sparkle and Sunrise Blossom," Princess luan interrupted and began using her booming voice while spreading her wings. " _It was thou who unleashed the powers of harmony upon us and took away our dark powers!_ "

Poor Sunrise Blossom was cowering on the ground, clamping her hooves over her ears again while Twilight Sparkle was almost blown away. "And that was a good thing, right?" she asked, her ears ringing a little.

"But of course," the Princess agreed, using her normal voice and folded her wings. "We could not be happier. Is that not clear?" she inquired.

"Well, you kinda sound like you're yelling at us," the purple unicorn admitted.

Sunrise Blossom nodded. "Yeah, and it hurts my ears when you sound like that," she added, getting back up.

Princess Luna was perplexed. "But this is the traditional royal Canterlot voice!" she informed them, hurt. "It is tradition to speak using the royal "we", and to use" she then used the booming voice " _this much volume when addressing our subjects!_ "

"Owowowowow," the orange unicorn moaned, clutching her ringing ears.

"You know, that might explain why your appearance was met with… _mixed results,_ " Twilight Sparkle remarked. "I think if you just changed your approach a bit, you might be met with a warmer reception."

"And save my poor eardrums," Sunrise Blossom muttered. "Princess, you should know that I have a disability that leaves me somewhat awkward in social situations, and it also makes my hearing more sensitive," she added.

Princess Luna recalled that Princess Celestia had told her about her students and about that disability, but how could she change her approach to get the ponies not be scared of her. "Change our approach?" she asked in a slightly loud voice, but not as loud as before.

The twins nodded. "Lower the volume?"

"Ohhh," said Princess Luna, getting what they meant. "We have been locked away for a thousand years. We are… not sure we can," she admitted.

Twilight Sparkle and Sunrise Blossom both grinned. They knew a pony who could help with that!

* * *

Leaving the clearing, Twilight Sparkle and Sunrise Blossom escorted Princess Luna to the house that belonged to Fluttershy, who they were sure could help them with a voice lesson.

"Don't worry, Princess," Twilight Sparkle said reassuringly when they reached the door. "Fluttershy can give you some great pointers. She's delicate and demure with the sweetest little voice." And she knocked on the door.

 _`"Go away!"`_ Fluttershy shrieked from inside her house, startling the three ponies. _`"No candy here! Visitors not welcome on Nightmare Night!"`_

Twilight Sparkle laughed nervously while the Alicorn Princess didn't look convinced. _'Good thing Sunrise told me why Fluttershy doesn't that this particular night.'_ She knocked on the door again. "Fluttershy, it's me, Twilight!"

This time there was the sounds of several locks being undone, and the door opened so that Fluttershy could peer out and she was relieved to see it was the twins. "It is you and Sunrise," she said, opening the door further and she saw Princess Luna. "Ah, and Nightmare Moon." She then gasped fearfully. "Nightmare Moon?" Yelping, she slammed the door shut.

"Fluttershy!" Sunrise Blossom exclaimed, shocked and disappointed.

Twilight Sparkle laughed nervously again. "Wait right here," she requested and went inside the house. After a series of thumping, crashing, and shrieking noises, she shoved the yellow pegasus out of her house. "Fluttershy… you remember _Princess Luna_?" she asked.

" _Charmed,_ " said Princess Luna in the booming voice, making all three ponies cringe.

"Likewise," Fluttershy said timidly.

" _Twilight Sparkle hath spoken of the sweetness of thy voice_ ," the Princess continued in the booming voice. " _We ask thou teachest to us to speak as thou speakest._ "

"Okay," the yellow pegasus agreed very quietly.

Princess Luna magically picked her up and still used the booming voice while Sunrise Blossom duck inside the house to retrieve some earplugs to save her sensitive hearing. " _Shall our lessons begin?_ " she inquired.

Fluttershy nodded. "Okay."

" _Shall we mimic thy voice?_ " the Princess questioned.

The yellow pegasus nodded again. "Okay."

" _How is this?_ " Princess Luna asked, her voice still booming as she put her down on the ground.

"Perfect, lesson over!" Fluttershy exclaimed and fled back toward her house, only to have the purple unicorn slam the door shut, so that she pancaked into it instead. "A little quieter, princess," she suggested.

Princess Luna tried again. " _How is…_ " she said, toning down to a loud voice "this?"

Twilight Sparkle glanced at Sunrise Blossom, who was nodding that it was an improvement. "Better. Right, Fluttershy?" she asked the pegasus.

Fluttershy pried her face off the door and gave a nervous, dazed laugh. "Yes."

"How… about… now?" the Princess asked, her voice was still loud, but not as loud.

"Now you're getting it," Sunrise Blossom informed her, removing the earplugs.

Princess Luna tried one last time. "And… how about now?" she asked in a normal voice.

"Yes!" Twilight Sparkle cheered. "Well done."

Pleased, Princess Luna magically pulled Fluttershy off the door and hugged her. " _I thank thee, dear Fluttershy!"_ she exclaimed, returning to the booming voice, and the orange unicorn had to put the earplugs back in to save her hearing. _"Our normal speaking voice shall surely win us the hearts of thy fellow villagers._ "

Just then, Pinkie Pie came racing up the path with her group of fillies on her heels. "Fluttershy! You've gotta hide us! Nightmare Moon is here and…" she began and let out a terrified chicken squawk when she saw the limp yellow pegasus in the arms of the Princess. "Ah! She stole Fluttershy's voice so she can't scream when she _gobbles her up_!" And she fled with the fillies, screaming.

Princess Luna dropped Fluttershy, who quickly retreated back into her house, and called after the retreating group in her booming voice. " _Nay, children, wait!_ " She then paused and tried again in a normal voice. "I mean… nay, children, no, wait." And she sat on the ground, dejected.

Twilight Sparkle walked over to her. "Come on, princess," she said, getting an idea. "Time for plan B."

"You really have a plan B, Twilight?" Sunrise Blossom asked, removing the earplugs as they headed back to town.

"Yup."

* * *

A/N: Of course my sister has a plan B, and I can't remember a time when she didn't have a plan B. R&R everyone!


	4. Chapter 4: DISASTROUS FUN

My Little Pony Friendship is Magic: Luna Eclipsed

A/N: If anyone is wondering what Roleplayer48 and I are talking about, just check out the deleted scenes in my profile near the bottom, and you'll get a better understanding.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_ or _The Lion King_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER FOUR: DISASTROUS FUN**

Returning to Ponyville and the festival, the ponies were all having fun again with games and dancing, but the moment they saw Twilight Sparkle and Sunrise Blossom return with Princess Luna, they all became scared and a few ran away.

"It is of no use, Twilight Sparkle, Sunrise Blossom," Princess Luna said sadly, glancing around at the ponies that were steering clear of them with scared expressions on their faces. "They have never liked us and they never shall." _'I never should have left Canterlot,'_ she thought gloomily. _'Coming here was a mistake.'_

"Our friend Applejack is one of the most likable ponies around," Twilight Sparkle said confidently. "I'm sure she'll have some ideas."

"I'm with Twilight," Sunrise Blossom agreed. "If anypony can help, it's Applejack."

* * *

Over at the games, Pipsqueak was trying to bob for apples and he almost fell into the tub. "Heee…!"

Applejack quickly caught him and set him on the ground. "Whoop. Careful there, partner," she said and turned to face herself nose-to-nose with Princess Luna, and she dropped to the ground, whimpering.

Smiling nervously, Twilight Sparkle bent down to talk to her friend. "Uh… Applejack, the princess is looking for a little advice on how to fit in around here," she informed her.

Applejack looked at the purple unicorn questioningly. ""Fit in"? Really?" she asked and earned two nods from the twins. "I mean… that's easy!" she added hastily, getting back up. "All you gotta do is have the right attitude. Loosen up a bit, be positive, play a few games, have some fun."

"Fun? What is this "fun" thou speakest of?" Princess Luna inquired, wondering if it was anything like the fun she used to have with her sister and the pranks they used to pull on visiting ponies at their old castle. She followed the three ponies over to a basket filled with fake spiders. "Pray tell, what purpose do these serve?"

Cherry Berry, who was dressed as a Bumblebee, was cowering, but she did point to a nearby web made out of rope. "Try to land the sp-sp-spiders on the web."

Picking up one of the spiders, finding that it was made out of fabric, Princess Luna tossed it toward the web, and it landed an inch from it, and she looked at the twins and the orange pony uncertainly.

"You can do it, princess!" Applejack said encouragingly.

Deciding to try again, Princess Luna picked up another spider and threw it harder so that it landed in the center of the web. "Ha! Your princess enjoys this "fun"!" she said delighted and turned to the ponies and saw that Cherry Berry was no longer cowering, and she took this as a good sign. "In what other ways may we experience it?" she asked eagerly.

* * *

Applejack lead them over to the pumpkin launch game, where they met up with Timon and Pumbaa, who were a little nervous around the Princess, but they watched as she loaded a pumpkin into one of the launchers.

"Fire away, princess!" said Twilight Sparkle encouragingly.

Princess Luna pulled the launcher down and released it. It tossed the pumpkin high into the air and it hit one of the targets when it landed. "Ha ha! The fun has been doubled!" she exclaimed with a delighted smile and the ponies all gathered around, cheering.

"Why don't you try bobbin' for apples?" Applejack suggested, happy to see the Princess enjoying herself and that the ponies weren't keeping far way anymore. "We got the best apples in Equestria here, princess."

"I ask that thou call us… me… Luna, fair Applejack," Princess Luna requested and then called out to the gathered ponies. "Hear me, villagers! All of you! Call me Luna!" And her happiness increased when the ponies all agreed with approving chatter. "Show me to these bobbing apples."

* * *

The group returned to where the tub holding the apples was located, and they were all alarmed when Pipsqueak, who'd been trying to retrieve an apple, began toppling. "Whoa!" he yelped and fell into the water with a splash. Alarmed, Princess Luna raced over to rescue the foal.

"Hey, gals," said Pinkie Pie, arriving with her group. "Anypony seen Pip? We lost him the last time we had to run-" she let out an alarming chicken squawk when she saw the Princess pulling Pipsqueak out of the water. "Aaah! Nightmare Moon is gobbling Pipsqueak! Everypony run!" she screamed and the fillies, also screaming, fled, too.

"Help!" Pipsqueak yelped, yanking free of the Princess and fleeing after the group. "My backside has been gobbled!"

Princess Luna was hurt by this. "'Tis a lie! Thy backside is whole and ungobbled, thou ungrateful whelp!" she objected and stomped her hoof, causing thunder to rumble in the sky, startling the ponies so that they backed away, no longer smiling. "Fair villagers, please do not back away. Let us join together in… fun!" She then tossed one of the toy spiders to the ponies, which squeaked when it landed, but they backed away further. "Not enough fun for you?" she asked angrily. "What say you to _this_!?" And she used her magic to brink the toy spiders to life.

The moment this happen, the ponies began screaming and running away from the spiders as they swarmed over to the web and huddled in the center.

"Huzzah!" said the Princess, looking around. "How many points do I receive?" she asked, but her heart shank when she saw the ponies were running away and making a mess of the festival in their hast. "Do not run away!" she pleaded, but nopony were listening and she became angry. "As your princess, we command you!" she ordered and when this didn't work, she used a deafening voice that brought back the storm clouds. " _Be still!_ " And the fleeing ponies all froze, terrified.

Twilight Sparkle and Sunrise Blossom ran over to the Princess to defuse the situation and talk her down. "Princess, remember! Watch the screaming!"

" _No, Twilight Sparkle! Sunrise Blossom!_ " Princess Luna said in her booming voiced as she faced them, revealing that her eyes were now a solid white, and they were both cowed as she rose into the air, her wings flapping. " _We must use the traditional royal Canterlot voice for what we are about to say. Since you choose to fear your princess rather than love her, and dishonor her with this insulting celebration, we decree that Nightmare Night shall be canceled! Forever_ _!_ "

The twins felt their hearts sink as the storm raged around them. Despite their best efforts, Princess Luna had just canceled Nightmare Night. What were they going to do now?

* * *

A/N: Darn, and just when they were all starting to get along. R&R everyone!


	5. Chapter 5: RESTORING FUN

My Little Pony Friendship is Magic: Luna Eclipsed

A/N: Ok, time to post the final chapter and I got to get ready to go. See you all tomorrow!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_ or _The Lion King_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER FIVE: RESTORING FUN**

Twilight Sparkle and Sunrise Blossom watched with dejected expressions as Princess Luna flew away once again, taking the storm clouds with her, and Applejack walked up, also dejected since a few minutes earlier, everypony had been having fun, and they had also been warming up to the Princess, too.

"Shoot," she said with a disappointed sigh. "We had everything goin' our way. Luna was happy, everypony in town was happy, now look at 'em." And all around them, the ponies were comforting the crying fillies while cleaning up the mess, the meerkat and the warthog came out from under a table that they'd taken refuge under during the storm.

"Talk about fun turning sour," Timon remarked. "Up until Pinkie Pie screwed things up, the party was going great."

Pumbaa nodded sadly. "Yeah."

"Pinkie's timing does leave a lot to be desire," Sunrise Blossom agreed glumly.

Twilight Sparkle looked down at a cutout of the head of Nightmare Moon and her expression became determined. "It's not over yet," she declared.

"What are you gonna do?" Applejack asked the purple unicorn.

"I'm going to do what I do best," Twilight Sparkle replied. "Lecture her!"

"Uh, I don't know if this is the best time to do a lecture, Twi," her twin pointed out. "The princess was really upset when she left."

"Exactly why it _is_ the best time," the purple unicorn countered. "Come on, Sunny." And she herded her protesting sister away.

Applejack, Timon, and Pumbaa watched the twins go and then exchanged perplex looks. What was Twilight Sparkle up to this time?

* * *

Exiting the town, Twilight Sparkle and Sunrise Blossom found Princess Luna crossing a bridge, her head hanging low. "Princess?" And they quickly caught up with her.

"Leave me be, Twilight Sparkle, Sunrise Blossom," said the Princess sadly.

"Princess, I'm sorry it hasn't worked out how we wanted," Twilight Sparkle apologized. "But you have to believe me when I tell you that Nightmare Night is one of the most popular celebrations we have."

Princess Luna rolled her eyes. "Yes. I can tell," she said sarcastically. "By all the adoring shrieks of the children as they _run away_." And she walked away, only to be blocked by Sunrise Blossom.

"Don't give up on us yet, Princess," she said, having figured out a plan. "We just need to convince a certain pink pony that you've changed, and that should help." And her twin agreed, knowing which pink pony she was talking about.

* * *

Back in town, the ponies were still comforting the whimpering and crying fillies while cleaning up the remains of the ruined festival. Meanwhile, Pinkie Pie was still acting like a chicken, pecking around when she spotted a piece of candy on the ground. Pecking apart the wrapper, she ate it, and then she spotted a trail of candy leading into an alleyway.

Pinkie Pie followed the trail, pecking and eating the candy until she was suddenly pinned to a wall with a startled shriek by the twins.

"No! No shrieking," Twilight Sparkle snapped, clamping a hoof over her friend's mouth. "No screaming or squealing either. Okay?"

The pink pony nodded. "Okay," she said, her voice muffled.

Taking her at her word, the twins released her and backed up a bit. "There's something I want you to see," said the purple unicorn and the orange unicorn nodded. "And I promise that it's safe, but you really, really, really can't shriek. Do you promise not to shriek?"

Pinkie Pie nodded again and. "Mm-hmm." She then did a chicken squawk when the Princess came out of the shadows, but covered her own mouth with her hooves to keep from screaming.

"Pinkie Pie, you remember Princess Luna, right?" Sunrise Blossom asked and the pink pony nodded nervously.

"Ah," said Princess Luna, recognizing the pink pony. "The ringleader of the frightened children. Hast thou come to make peace?" And she offered a hoof in greeting.

Pinkie Pie nervously extended her own hoof, both were unaware of a black cloud moving up behind them, and there was a clap of thunder and lightning. "Nightmare Moon!" she shrieked and, squawking like a chicken fled.

"Rainbow!" the twins shouted, glaring up at Rainbow Dash, who was lying on the cloud, laughing maniacally.

Pinkie Pie raced for the opening, only to be blocked when Twilight Sparkle and Sunrise Blossom teleported in front of her, and they ended up in a tangled heap with the twins on top of the pink pony.

"She's changed, Pinkie!" Twilight Sparkle exclaimed. "She's not evil or scary anymore! And she definitely doesn't want to gobble you up!"

Pinkie Pie stared at her for a long moment and then laughed. "Well, duh."

The twins blinked, confused. "Huh?"

"I know that," Pinkie Pie scoffed. "Sheesh, Twilight, Sunrise. I'm almost as big as her, how's she gonna gobble me up?"

"So why do you keep running away and screaming?" Sunrise Blossom asked, perplexed.

The pink pony shrugged. "Sometimes it's just really _fun_ to be scared!"

" _Fun_?" Twilight Sparkle repeated and she got an idea. "Pinkie Pie, you're a genius!"

"No, I'm not," said Pinkie Pie. "I'm a chicken." And she let out another chicken squawk while making a silly face.

Releasing her friend, Twilight Sparkle turned to the Princess, who was looking dejected again. "Princess Luna! I've finally figured out why you're having so much trouble being liked!" she announced.

"Forgive me if I withhold my enthusiasm," Princess Luna said sarcastically.

"Come with us," Sunrise Blossom requested, figuring out what her sister meant. "We'll explain everything on the way."

* * *

Meanwhile at the ruined festival, Pipsqueak was sad since the night was nearly over and it wasn't fun anymore. "Gosh. I never thought my very first Nightmare Night would be my very last," he remarked sadly.

"Come, little Pip," said Zecora kindly. "Now don't you fret. Nightmare Night's not over yet. We still have candy left to give, so Nightmare Moon might let us live."

"Yes. Come on, little ponies," Mayor Mare agreed. "What's Nightmare Night without the annual candy offering? You don't want Nightmare Moon to gobble you up, do you?" she teased in a spooky voice.

Spike, who'd been helping with the cleanup nearby, shook his head. "Aw, the rainbow wig just kills it for me," he grumbled.

"Come on, kids!" said Applejack, agreeing with Mayor Mare and Zecora. "Doesn't that sound like fun?"

* * *

Reluctantly, the fillies returned to the clearing to place fresh candy in front of the statue of Nightmare Moon. Last in line, Pipsqueak walked up to the pile, added his own candy, and looked up at the statue.

"Goodbye, Nightmare Night. Forever," he said sadly and turned to leave, but he stopped when the wind started whistling, and the storm clouds returned once again, startling the group.

" _Citizens of Ponyville!_ " said the booming voice of Nightmare Moon as she appeared in place of her statue. " _You were wise to bring this candy to me. I am pleased with your offering. So pleased that I may just eat it… instead of eating_ _you_!" And the group ran, screaming, into the bushes to hide.

Returning to normal, Princess Luna spit out the fake fangs and looked uncertainly at the twins when she hopped off the platform, restoring the statue. "I am not certain that did what you meant for it to do, Twilight Sparkle, Sunrise Blossom," she pointed out.

"Just wait," Twilight Sparkle promised.

"For what?" the Princess asked skeptically. "For… for them to scream some more?" She blinked when she felt somepony tug on her mane and she looked down to see Pipsqueak.

"Um… Princess Luna," he said politely. "I know there's not gonna be any more Nightmare Night, but do you suppose maybe you could come back next year and scare us again anyway?"

Princess Luna was taken aback by the request. "Child. Art thou saying that thou… _likest_ me to scare you?" she asked.

Pipsqueak nodded eagerly. "It's really fun! Scary, but fun!"

Princess Luna considered this. "It… is?"

"Yeah!" Pipsqueak agreed. "Nightmare Night is my favorite night of the year."

"Well then," said the Princess. "We shall have to bring" and she switched to her booming voice " _Nightmare Night back!_ "

Pipsqueak staggered and then he hugged the forelegs of the Princess. "Whoa! You're my favorite princess ever!" he stated and raced back to the waiting foals, who'd been peering out of the bushes. "She said yes, guys!"

" _YAY!_ " they cheered.

"See? They really do like you, princess," said Sunrise Blossom happily.

"Can it be true?" Princess Luna wondered and then cheered in her booming voice. " _Oh, most wonderful of_ -" she then switched to her normal voice "I mean… Oh, most wonderful of nights." And she smiled sheepishly, and the twins chuckled since it would take her some time to get use to not use her booming voice.

* * *

Later that night, the festival was fully restored and the party was in full swing with the ponies and Princess Luna all having fun. Watching this, Twilight Sparkle had Spike write a letter to Princess Celestia, having learned an important lesson while Sunrise Blossom, Timon, and Pumbaa helped the Princess win some prizes at some of the games.

"Dear Princess Celestia," she said and the baby dragon wrote. "When you first sent me to Ponyville, I didn't know anything about friendship. I met somepony tonight who was having the same problem – your sister, Princess Luna! She taught me that one of the best things you can do with friendship is to give it to others, and help them find it themselves! And I'm happy to report that all of Ponyville has learned that even if somepony seems a little intimidating, even scary, when you offer them your friendship, you'll discover a whole new pony underneath. And even if my Star Swirl the Bearded costume didn't go over, this still turned out to be the best Nightmare Night ever!" She then ate a piece of candy happily.

Rainbow Dash snuck up on the purple unicorn with the storm cloud and she raised her hoofs – when lightning zapped her from behind and she screamed, zooming off.

Startled by this, Twilight Sparkle and Spike saw Princess Luna was now on the cloud, having snuck up on the blue pegasus, and she was laughing. Exchanging a smile, Spike and Twilight Sparkle also laughed, enjoying the sight of the blue pegasus getting a taste of her own medicine.

* * *

When the festival began whining down and the sleepy fillies and foals were taken home to go to bed, Princess Luna assisted with the cleanup before heading back to Canterlot, and Sunrise Blossom, Pinkie Pie, Rainbow Dash, who was still fuming at being out-pranked by the Princess, Twilight Sparkle with a sleeping Spike on her back, and Applejack gathered around to say goodbye to Timon and Pumbaa.

"That was _some_ party," the meerkat complimented. "And it was great how things turned out with Princess Luna."

"Yup," said the warthog, wearing saddlebags that had their costumes, candy, and prizes stored in them. "Hope to see you all again sometime," he added as Timon looped the chain around their necks.

The ponies agreed and shielded their eyes as the two animals disappeared in a flash of light. When they were gone, the ponies parted ways to go home and get some much-needed sleep afters such an intense night.

* * *

Unknown to any of the ponies of Ponyville and not even Princess Luna had been aware that the whole time that the festival had been taking place, they had been spied on by a shadowy figure hiding in the nearby Everfree Forest.

The figure stepped out from among the trees, turning out to be Shadow Star, and she quietly chuckled, having seen and heard everything that had gone on that night.

' _Quite a turn of events,'_ she thought. _'I had intended to use this night to cause trouble for the ponies, but with Princess Luna here, and at her strongest due to it being night, I knew it would be unwise. But one day, I will have the means to take out both Princesses, the Mane Seven, and then all of Equestria will be mine!'_

Pulling her hood over her head, Shadow Star disappeared back into the forest. She had many plans to make.

* * *

A/N: Hmm, now what could Shadow Star be up to, and where has she been this whole time? R&R everyone!


End file.
